Form NT 10-Q ELEPHANT TALK COMMUNICAT For: Sep 30

 

  

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

 

 

(Check one):		¨  Form 10-K     ¨  Form 20-F     ¨  Form 11-K     x  Form 10-Q    ¨  Form 10-D     ¨  Form N-SAR     ¨  Form N-CSR
		For Period Ended: September 30, 2015
		¨  Transition Report on Form 10-K
		¨  Transition Report on Form 20-F
		¨  Transition Report on Form 11-K
		¨  Transition Report on Form 10-Q
		¨  Transition Report on Form N-SAR
		For the Transition Period Ended:   ___________

 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: 

 

 

 

PART I — REGISTRANT INFORMATION

 

Elephant Talk Communications Corp.

(Full Name of Registrant)

 

100 Park Avenue,

 

(Street and Number)

New York City, NY 10017

USA

(City, State and Zip Code)

  

PART II — RULES 12b-25(b) AND (c)

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

 

x		(a)		The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
		(b)		The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
		(c)		The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 

 PART III — NARRATIVE

 

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

 

Elephant Talk Communications Corp. (the “Company”) has determined that it is unable to file its Quarterly Report on Form 10-Q for the quarter ended September 30, 2015 (the “Form 10-Q”) within the prescribed time period without unreasonable effort or expense. The Company expects to file its Form 10-Q with the Securities and Exchange Commission on or before the fifth calendar day as described in Rule 12b-25 under the Securities Exchange Act of 1934, as amended.

 

This Form 12b-25 contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on management’s current intent, belief, expectations, estimates and projections. These statements are not guarantees of future performance and involve risks, uncertainties, assumptions and other factors that are difficult to predict. Actual results, performance or achievements may vary materially from what is expressed in or indicated by the forward-looking statements.

 

 

PART IV — OTHER INFORMATION

 

(1)	Name and telephone number of person to contact in regard to this notification:

 

Mark Nije Chief Financial Officer		(31 0 20)		653-5916
(Name)		(Area Code)		(Telephone Number)

 

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).    x   Yes    ¨ No

 

(3)

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?     x    Yes    ¨ No   If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.   For the quarter ended September 30, 2015, the Company’s revenue decreased, cost and operating expenses decreased, loss from operations decreased and net loss decreased comparing to those of the quarter ended September 30, 2014.

 

 

 

Elephant Talk Communications Corp.

(Name of Registrant as Specified in Charter)

 

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

Date: November 9, 2015	By:      /s/ Steven van der Velden
	Name:  Steven van der Velden
	Title:    President and Chief Executive Officer
	By:      /s/ Mark Nije
	Name:  Mark Nije
	Title:   Chief Financial Officer

 

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